Acquisition of Consoltex Group

American Industrial Partners, Inc. acquired, by way of take-over bid, all of the subordinate voting shares of Consoltex Group, Inc. (“the Company”), from Clairvest Group, Inc. and the public. The deal value of Cdn.$83 million represents 47 per cent voting interest in the Company. To obtain controlling interest, this transaction was negotiated together with an agreement with Les Gantiers Holding B.V., a corporation which owns the multiple voting shares of the Company, and which is owned by a trust, the beneficiaries of which are certain children of Richard Willett, the chairman, chief executive officer and president of the company. American Industrial Partners, Inc. also obtained an irrevocable option to purchase all of the Company’s multiple voting shares at $5.60 per share plus applicable interest until the option expires on October 1, 2003.

Osler, Hoskin & Harcourt LLP provided legal advice to Consoltex Group, Inc. and Les Gantiers Holding B.V. The transaction was negotiated through Osler’s New York office, led by John Stevens, Randall Pratt and Eugene Cipparone. Tory Haythe advised American Industrial Partners, Inc. with the Tory team being comprised of Sharon Pel, Kevin Morris and Jim Turner with assistance from associates Tanya Mushynski and Darren Baccus. Sheila Murray of Blake, Cassels & Graydon acted for the Consoltex independent committee of directors.